SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 

                              AMENDMENTS TO THE BYLAWS 

                            ADOPTED MARCH 18, 1999 
      (to adopt advance notice procedures for shareholder nominations and  
                                  proposals) 

      Section 7 of Article II of the bylaws of the Corporation is amended and 
restated so as to read in its entirety as follows: 

      "Section 7.  Notice of Stockholder Business and Nominations. 

            (a)   Annual Meetings of Stockholders. 

                  (i)  Nominations of persons for election to the Board of 
 Directors of the Corporation and the proposal of business to be considered 
by the stockholders at an annual meeting of stockholders may be made (A) 
pursuant to the Corporation's notice of meeting, (B) by or at the direction 
of the Board of Directors or (C) by any stockholder of the Corporation who 
was a stockholder of record at the time of giving of notice provided for in
this Section 7, who is entitled to vote at the meeting and who complies with 
the notice procedures set forth in this Section 7. 

                  (ii)  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(i) of this Section 7, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice must be received by the Secretary at the
principal executive offices of the Corporation not later than the 60th day
nor earlier than the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder must be so received not
earlier than the 90th day prior to the annual meeting and not later than the
later of the 60th day prior to the annual meeting or the 15th day following
the day on which public announcement of the date of the meeting is first made
by the Corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Notwithstanding
the foregoing, if the Corporation is required under Rule 14a-8 under the
Securities Exchange Act of 1934 ("Exchange Act") to include a stockholder's
proposal in its proxy statement, such stockholder shall be deemed to have
given timely notice for purposes of this paragraph (a)(ii) with respect to
such proposal. A stockholder's notice shall set forth (A) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act and Rule 14a-11 thereunder (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (B) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (1) the name and address of such stockholder, as they appear
on the Corporation's books, and of such beneficial owner; (2) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner; and (3) a
representation that such stockholder and beneficial owner intend to appear in
person or by proxy at the meeting. 

                  (iii)  Notwithstanding anything in paragraph (a)(ii) of
this Section 7 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation at the annual meeting
is increased pursuant to an act of the Board of Directors of the Corporation
and there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors on or before the date which is 15 days before the latest date by
which a stockholder may timely notify the Corporation of nominations or other
business to be brought by a stockholder in accordance with paragraph (a)(ii)
of this Section 7, a stockholder's notice required by this Section 7 shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be received by the Secretary
at the principal executive offices of the Corporation not later than the 15th
day following the day on which such public announcement is first made by the
Corporation. 

            (b)  Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (i) by or at the direction of
the Board of Directors or (ii) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this paragraph (b), who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this paragraph (b). In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(ii) of this Section 7 shall be received by the Secretary at the
principal executive offices of the Corporation not earlier than the 90th day
prior to such special meeting and not later than the later of the 60th day
prior to such special meeting or the 15th day following the day on which
public announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting.  In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period for the giving
of a stockholder's notice as described above. 

            (c)  General. 

                  (i)  Only such persons who are nominated in accordance with
the procedures set forth in this Section 7 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 7.  Except as otherwise provided by
law, the Certificate of Incorporation or these bylaws, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this
Section 7 and, if any proposed nomination or business is not in compliance
with this Section 7, to declare that such defective proposal or nomination
shall be disregarded. 

                  (ii)  For purposes of this Section 7, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.  

                  Nothing in this Section 7 shall be deemed to affect any
rights of the holders of any series of Preferred Stock to elect directors."